CVC LIMITED — Major Shareholding Notification 2018

May 15, 2018

605 page 1/2 15 July 2001

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Form 605 Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To: Company Name/Scheme IncentiaPay Limited (INP) ACN/ARSN 167 603 992

1. Details of substantial holder (1)

Form 605Corporations Act 2001Section 671BNotice of ceasing to be a substantial holder	Form 605Corporations Act 2001Section 671BNotice of ceasing to be a substantial holder	Form 605Corporations Act 2001Section 671BNotice of ceasing to be a substantial holder	Form 605Corporations Act 2001Section 671BNotice of ceasing to be a substantial holder	Form 605Corporations Act 2001Section 671BNotice of ceasing to be a substantial holder
To:Company Name/SchemeIncentiaPay Limited (INP)ACN/ARSN167 603 9921. Details of substantial holder (1)NameCVC Limited("CVC")ACN/ARSN (if applicable)002 700 361The holder ceased to be asubstantial holder on11/05/18The previous notice was given to the company on20/03/18The previous notice was dated20/03/182. Changes in relevant interestParticulars of each change in, or change in nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since thesubstantial holder was last required to give a substantial holding notice to the company or scheme are as follows:Date ofchangePerson whose relevant interestchangedNature of change (4)Considerationgiven inrelation tochanges (5)Class (6) and numberof securities affectedPerson’s votesaffected11/05/18CVC LimitedDilution - INP share issueN/A10,174,04310,174,0433. Changes in associationThe persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7), with, the substantial holder in relation to votinginterests in the company or scheme are as follows:Name and ACN/ARSN(if applicable)Nature of association4. AddressesThe addresses of persons named in this form are as follows:
	NameCVC Limited("CVC")ACN/ARSN (if applicable)002 700 361The holder ceased to be asubstantial holder on11/05/18The previous notice was given to the company on20/03/18The previous notice was dated20/03/182. Changes in relevant interestParticulars of each change in, or change in nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since thesubstantial holder was last required to give a substantial holding notice to the company or scheme are as follows:Date ofchangePerson whose relevant interestchangedNature of change (4)Considerationgiven inrelation tochanges (5)Class (6) and numberof securities affectedPerson’s votesaffected11/05/18CVC LimitedDilution - INP share issueN/A10,174,04310,174,0433. Changes in associationThe persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7), with, the substantial holder in relation to votinginterests in the company or scheme are as follows:Name and ACN/ARSN(if applicable)Nature of association4. AddressesThe addresses of persons named in this form are as follows:		CVC Limited("CVC")
			002 700 361
		Name		Address
		CVC Limited		Level 37,1 Macquarie Place Sydney,NSW 2000
Signature	Signature	print name
		sign here	date16/05/18

	Name		Address
	CVC Limited		Level 37,1 Macquarie Place Sydney,NSW 2000
Signature
	print name	John Hunter		capacity	Secretary
	sign here			date	16		/	05	/	18

605 page 2/2 15 July 2001

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant issues (eg. A corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of the form.

• (2) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

• (3) See the definition of “associate” in Section 9 of the Corporations Act 2001

• (4) Include details of:

  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out

    • document setting out =the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, the voting powers or disposal of the securities to

    • which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

  • See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

• (5) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (6) The voting shares of a company constitute one class unless divided into a separate class.

• (7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.